Optimus Education Ltd offers a wide range of products and services. Please select the correct Terms and Conditions for your chosen product/s and/or service/s.
For Terms and Conditions relating to Optimus memberships, use of the Optimus Education website and Optimus Information Services, please refer to Section A: Optimus membership.
For Terms and Conditions relating to Optimus Conferences, please refer to Section A, Clause 5: ‘Conferences’.
For Terms and Conditions relating to Books/e-books, please refer to Section A, Clause 7: ‘Books, E-books’.
For Terms and Conditions relating to Optimus Awards, please refer to Section B ‘Awards’.
For Terms and Conditions relating to Optimus Consultancy, please refer to Section C ‘Consultancy’ section.
If you have purchased an Optimus Package: Bronze, Silver, Gold or Platinum, please refer to the relevant individual Terms and Conditions that apply to the Products and Services included in the package purchased.
1. Use of the Optimus Education Website and Optimus Information Services
1.1 The website located at www.optimus-education.com (or any replacement website from time to time) (the "Website") is owned and operated by Optimus Education Limited ("Optimus Education"), a company registered in England and Wales with Company Registration Number 5791519 whose registered office is Prospects House, 19 Elmfield Road, Bromley, Kent BR1 1LT. Our VAT number is 801904361.
1.2 The Website provides the various Optimus information services, which include the Knowledge Centre, our In-House Training materials (the "Optimus Information Services") and other products/services as detailed on the Website. The Optimus Information Services and other products and services are collectively defined as the "Services".
1.5 We may, from time to time, monitor or record any use that you or anyone else makes of this Website. If you have a complaint regarding material submitted by a third party to the Website, please contact our customer services department immediately.
1.6 You must not attempt to circumvent the security features of the Website, or tamper with, hack into, or in any other way disrupt or disable any computer system, server, website, router or other device used to host the Website or the Services or make them available.
1.8 Subscriptions to the Optimus Information Services can be ordered by calling us at 0845 450 6404. If we accept your order, we will issue you with an invoice and an email confirmation. The issuing of this confirmation email by us confirms that a binding contract has been formed between us on the terms of these Conditions and the Optimus Education Subscription Order Form. You will also be asked to confirm acceptance of these Conditions and the Optimus Education Subscription Order Form when you log in to your account or any of the Optimus Information Services. Invoices are payable within 30 days.
1.9 All subscriptions to the Optimus Information Services are subject to auto-renewal. This means that when you first purchase a subscription to any of the Optimus Information Services, you are agreeing to us automatically renewing your subscription at the end of its term and issuing an invoice for a renewed period (for example, if you have a 12 month contract, we will automatically renew your subscription for a further 12 months at the end of each 12 month period). Your subscription will automatically renew in this way for successive periods unless you give us 1 month’s notice, such notice to end at the end of the then current term (i.e. you need to give us notice by the beginning of month 12 of your subscription if you do not want us to automatically renew your subscription).
1.10 Subscriptions to Optimus Information Services are available on a 21-day obligation-free basis. If, for any reason, you decide the subscription is not suitable and, provided you contact the customer service team within 21-days of receipt of your invoice (on 0845 450 6404) and quote your invoice and order detail, you can cancel your subscription. A cancellation form is available from our customer services department, so please contact us if you no longer wish to subscribe.
If paying by credit card, the full price of the purchase will be refunded either by cheque or by crediting your credit card account. If we have issued you with an invoice, you will not be required to pay it.
Please note you are not allowed to copy any of the content in the Information Services prior to cancellation and you must not retain any content post cancellation.
1.11 The Website and Services are accessed via the internet. You are responsible for the provision of and payment for the telecommunications services received by you to access the Website and Services, as well as for having suitable computer, browser, modem and other hardware, software or communications equipment necessary to enable you to access the Website and Services. Please contact our customer services department for further details of the minimum technical requirements for access to the Services. Optimus Education will not be able to issue any refunds against the charges payable under these Conditions or any other agreement between us owing to any faults with, or your failure to access, the internet.
2. Intellectual Property Rights
2.1 The Website and its content and all materials received at conferences are protected by copyright, database rights, trademarks and other intellectual property rights. No right to use or license of any such intellectual property rights is granted to you except as explicitly set out in these Conditions.
2.2 Optimus and the Optimus Education logo are all registered trademarks of Optimus Education or its group companies.
2.3 You may read, print and download copies of the material and information on the Website and store it on a single computer for your personal, private use, but you must not reproduce any or all copyright and other notices provided with such materials, save for materials received at conferences (see Clause 5.8.7). You may not make any profit from the use of that material or information, and you may not make any other copies, or adapt, create any work derived from, republish, make available to the public, disseminate, or transmit any of it, or exploit any of it for any commercial purpose, without first obtaining our written permission.
2.4 If you submit any material for inclusion on the Website or Services (including any posting to any part of the Website), you grant us a perpetual, royalty-free, worldwide, non-exclusive licence to use, reproduce, modify, adapt, translate and make available to the public, combine or include in other works, that material and any extracts from it. We may grant sub-licences of these rights. You also warrant that you have all rights and consents necessary to submit/post such material for inclusion on the Website.
2.5 You waive your moral rights in relation to anything that you submit to us, including your right to be identified as its author.
2.6 Please do not submit any material if you do not agree to Condition 2.4 and to the waiver of rights in Condition 2.5.
3. Contributions to the Optimus Information Services
3.1 We want to encourage visitors to the Website and the Optimus Information Services to contribute to them, but we also want you to do this responsibly.
3.2 You are to abide by the following rules when contributing to the Website or the Optimus Information Services:
3.2.1 not to submit any profanity or obscenity, even if you disguise it with asterisks;
3.2.2 not to make any personal attacks on anyone;
3.2.3 not to submit, or create any link to, any defamatory, obscene, indecent, lewd, pornographic, violent, abusive, offensive, insulting, threatening, menacing, unlawful or blasphemous material;
3.2.4 not to submit, or create any link to, material that is an invasion of privacy, a breach of data protection legislation, a malicious falsehood or libel defamatory, a contempt of court, or that is likely to incite or capable of inciting violence, racial hatred, sadism or cruelty or that encourages any unlawful or illegal act or omission;
3.2.5 not to submit, or create any link to, any material that is intentionally false or that is misleading, or that causes annoyance, inconvenience or needless anxiety, or that is potentially damaging or harmful;
3.2.6 to keep to the discussion topic or the subject of the current article or theme;
3.2.7 not to impersonate any person, whether a public figure or not;
3.2.8 not to state or represent falsely connections to, or affiliated with, any individual, organisation or entity;
3.2.9 not to promote or advertise, or engage in any other form of marketing, including (without limitation) chain letters or pyramid selling, even if you are acting on behalf of a non-profit-making organisation or charity;
3.2.10 not to submit, or create any link to any material that is protected by copyright, database rights or any other intellectual property rights unless you are the owner of those rights, or you have the permission of the lawful owner to publish that material in any way;
3.2.11 not to submit, or create a link to confidential information so that it would no longer be confidential;
3.2.12 not to break any law or regulation while using the Website or Optimus Information Services;
3.2.13 not to use the Website to collect personal data about other individuals;
3.2.15 not to submit, or create a link to, any file that contains any virus, corrupted data, Trojan Horse or anything else that might damage, destroy or render inaccessible any data or files on any computer.
3.3 If you set up an account, you will be issued with a password to access that account. You will not disclose your password to anyone; you are responsible for all submissions to the Website made whilst the password is assigned to you. If you know or suspect that someone else is aware of your password, you must let us know immediately by contacting customer services. We may suspend or change any password if there is a breach of security or misuse of the Website or Optimus Information Services, or if we suspect that this may be the case.
3.4 We may, at our discretion, edit, block, delete or remove from the Website or the Optimus Information Services any information or other material that you may have posted or accessed, for any reason (whether or not you are in breach of these Conditions), at any time and without informing you.
3.5 We do not undertake to keep or make available any material that you or anyone else has contributed to this Website or the Optimus Information Services for any length of time, and you are advised to make a copy of any material that you wish to keep. We may delete, archive, make unavailable, modify or comment on any material, and close or suspend any discussion topic without prior notice.
3.6 You must not, nor attempt to, (i) resell; (ii) make available on a local or wide area network; (iii) link to or frame; (iv) make mass, automated or systematic extractions from; (v) include within an archival or searchable database; (vi) access remotely; or (vii) distribute externally, any information accessed or received via the Website or Optimus Information Services (in whole or in part). Any data which you access or download must be held securely in your possession and control, free from any third-party access and with all credits, legends, notices or markings maintained in full.
3.7 The Optimus Information Services include an “Ask An Expert” interactive service, whereby users can submit a question and receive an answer from one of our specialists. This feature is available “as is” on a discretionary basis and no warranty or representation is given that the service will always be made available, or that it will be uninterrupted or error-free. Answers given are for general information only and no responsibility or liability is or will be accepted by us or any of our officers, employees or agents in relation to the adequacy, accuracy, completeness or reasonableness of any answer. We reserve the right to ignore or decline to answer any question submitted using the feature. The “Ask An Expert” feature is subject to a fair use limit of 10 questions per organisation per year. The feature is available only to organisation employees (i.e. teaching staff) and not to students.
4. Data Protection and Privacy
4.3 We may share your information with any company which is a member of our Group, which means our subsidiaries, ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
5.1 Optimus Education provides conferences on various topics throughout the year. You are able to book places for these conferences via the Website, post, fax, e-mail or by telephone. Submission of a booking constitutes an offer to purchase the conference services.
5.2 When you submit a booking, we will send an email confirming receipt of your booking request. This e-mail is for information only and does not constitute our acceptance of your booking. We will be deemed to have accepted your booking when we issue our invoice for the services, at which point a binding contract shall be formed between us. If your booking cannot be accepted for any reason, we will notify you.
5.3 Invoices are payable within 30 days and, in any event, prior to the conference date. If you fail to make payment in full within 14 days of receiving a payment reminder, we may cancel your booking. If payment has not been received prior to the conference, the attendee(s) must sign an attendance slip on arrival. Non-attendance at a conference (for whatever reason) does not negate your liability to pay our invoice.
5.4 Substitutions are welcome at any time. To make a substitution, please contact the conference customer service team on +44 (0)845 450 6404. There will be no additional charge for delegate name changes.
5.5 If you decide to cancel your booking (or any part thereof), you may do so prior to the date of the conference by writing to us at firstname.lastname@example.org , subject to the following (except in the case of Unlimited CPD members, for whom clause 5.8 applies):
5.5.1 Written cancellations made no less than 4 weeks before the conference date will be subject to a full refund if paid, or the cancellation of the invoice if unpaid.
5.5.2 Written cancellations made less than 4 weeks, but no less than 2 weeks, before the conference date will remain liable for 50% of the invoice amount. If the invoice has been paid, a 50% refund shall be issued. If payment has not been made, you must pay 50% of the total amount within 7 days of cancellation.
5.5.3 Written cancellations made less than 2 weeks before the conference date of the will not be entitled to any refund. If the invoice remains outstanding on cancellation, it must be paid in full within 7 days.
5.6 Optimus Education reserves the right to alter the conference programme without prior notice due to unforeseen circumstances.
5.7 We also reserve the right in our absolute discretion and without further liability to cancel any conference or event, in which case any booking charges paid by you will be refunded. However, in such circumstances Optimus Education cannot be held responsible for hotel or travel expenses which you are unable to recoup as a result of a conference or event being cancelled.
5.8 Users in receipt of the “Unlimited CPD” and Optimus Premium Plus Optimus Information Services are able to book conferences in accordance with this clause 5 without charge, subject to the following supplemental terms:
5.8.1 You acknowledge that conferences are subject to availability and bookings are taken on a first come, first served basis. No guarantee is given that spaces will be available for a given conference.
5.8.2 For ‘Unlimited CPD’ customers/members/subscribers You are entitled to book a place for one delegate per conference in the term of the subscription. Additional delegate places can be purchased (subject to availability) at a discount of 50% on the standard pricing.
For Optimus Premium Plus members, you are entitled to book a place for one delegate per conference up to 10 conferences in the term of the Unlimited CPD and Premium Plus subscription. This does not include two-day events. Additional delegate places can be purchased (subject to availability) at a discount of 50% on the standard pricing.
5.8.3 You must notify us if you wish to cancel the booking at least 2 weeks before the conference date. In the event of non-attendance without at least 2 weeks’ notice of cancellation, a fee of £100.00 shall be payable to Optimus Education.
5.8.4 No refunds or other compensation shall be payable in the event that a conference is varied, cancelled or rescheduled.
5.8.5 In the event that you book and attend any conferences within the 21 day no obligation period of your Optimus Information Services subscription and subsequently cancel your subscription within that period, you shall become liable for the full booking fees in respect of such conferences. We shall issue an invoice for the relevant amount following cancellation of your subscription, which must be paid in accordance with clause 5.3.
5.8.6 In the event that you book any conferences which take place after termination or expiry of your Optimus Information Services subscription (for example, because you cancel within the 21 day no obligation period, or cancel renewal of your subscription), you shall become liable for the full booking fees in respect of such conferences. We shall issue an invoice for the relevant amount following termination or expiry of your subscription, which must be paid in accordance with clause 5.3.
5.8.7 Any supporting materials received at, or prior to, or after the conference, may be used freely for training or reference purposes.
6.1 In these conditions the term ‘Organiser’ means Optimus Education or any of its subsidiaries, the term ‘Exhibitor’ means the party who places an order for an exhibition stand, conference sponsorship or insert. All orders accepted for events by the Organiser are subject to the following conditions. No other conditions will be binding unless agreed in writing by the Organiser and the Exhibitor. The placing of any order by an Exhibitor will be subject to these conditions. Acceptance of an order is at the Organiser’s complete discretion.
6.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
6.2.2 a reference to a party includes its successors or permitted assigns;
6.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
6.2.4 any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and
6.2.5 a reference to writing or written includes faxes and e-mails.
6.3.1 All Exhibitors must submit their order by completing, signing and returning the order form.
6.3.2 In no circumstances does the placing of an order confer the right to renew on similar terms to a previous order made by the Exhibitor.
6.3.3 The Organiser reserves the right to increase rates at any time, save in respect of orders already accepted by the Organiser.
6.4.1 The Organiser shall invoice the Exhibitor after it accepts the Exhibitor’s order. The Exhibitor’s invoices must be settled within 30 days of the invoice date or immediately if the event takes place fewer than 30 days from the booking date. Each Exhibitor undertakes to ensure that payment is made in full by the due date. If an Exhibitor fails to pay their invoice in full prior to the event to which that invoice relates, attendance to that event will be refused.
6.4.2 If an invoice is overdue the Organiser reserves the right to levy a surcharge of no more than 3 per cent of the total invoice amount for each 7 day period during which payment is delayed and to suspend attendance of all future events.
6.4.3 The Organiser may at any time instruct a debt collection agency to recover any sum due. Any costs or charges incurred by the Organiser as a result of such instruction will be payable by the Exhibitor to the Organiser on demand.
6.4.4 The Exhibitor warrants that its presence at an event will comply with the British Code of Advertising and Sales Promotion and all relevant legislation and industry guidelines and will not breach any third party rights or be otherwise unlawful.
6.5.1 The Organiser reserves the right to refuse, withdraw or cancel stands, sponsorship or inserts submitted to it, as well as cancel the event itself, at its absolute discretion. In the event that the withdrawal or cancellation is the fault of the Organiser (for example, due to insufficient delegates attending the event), a full refund will be given in respect of that booking.
6.5.2 The Organiser reserves the right to revise the layout of the Exhibition at any time.
6.5.3 If the Exhibition is postponed, cancelled or abandoned by reason of war, fire, storm, explosion, natural disaster, national emergency, labour dispute, strike, lock-out, terrorist threat, civil disturbance, inevitable accident, force majeure, the non-availability, either wholly or partially, of the Exhibition premises, or any other cause not within the control of the Organiser, the Organiser shall be under no liability to the Exhibitor in respect of any actions, claims, losses (including consequential losses) costs or expenses whatsoever which may be brought against or suffered or incurred by the Exhibitor, as the result of the happening of any such events. The Organiser strongly advises the Exhibitor to insure themselves against such eventualities upon the booking of their Exhibition space.
6.5.4 If the Exhibitor wishes to cancel its order for inserts, stands and/or sponsorships, it must request to do so in writing. Cancellations must be received no less than three months prior to the date of the event in order for the Exhibitor to qualify for a refund which will not exceed 50% of the invoiced sum for that specific event. Written cancellations received no more than three months and no less than one calendar month prior to the date of the event will qualify to receive a refund of no more than 25% of the sum of the invoice for that specific event.
6.5.5 The Exhibitor will be liable to pay for any exhibition booking in full where notice is not received within the cancellation period referred to in clause 11 above.
6.6 Liability and Indemnity
6.6.1 Nothing in these Terms and Conditions excludes the Organiser’s liability for: (a) fraud; (b) for death or personal injury caused by the Organiser’s negligence, or the negligence of its employees, agents or subcontractors; or (c) for any other liability to which it is not lawful to limit.
6.6.2 Subject to clause 13, the Organiser shall under no circumstances be liable to the Exhibitor whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, business, revenues, costs, expenses, damage, or any direct, indirect or consequential loss arising under or in connection with the contract between the Exhibitor and the Organiser. For the avoidance of doubt this exclusion of liability includes all losses resulting from the delay or the failure of an insert, stand or sponsorship to appear on the date(s) specified in any order, from the delay or failure of any event to occur, or from the discontinuance of any event.
6.6.3 Subject to clause 13, the Exhibitor’s total liability to the Organiser in respect of all other losses arising under or in connection with the contract between the Organiser and the Exhibitor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid by the Exhibitor under the contract.
6.6.4 The Exhibitor will indemnify the Organiser against any losses, costs, expenses and damage (whether direct or consequential) including without limitation, any economic loss or other loss of profits or goodwill incurred by the Organiser in connection with the insert, stand or sponsorship as a result of a breach or alleged breach of any warranty hereunder.
6.6.5 Series discounts apply only to orders placed in advance and completed within one year of the first event. If the Exhibitor cancels the balance of a series all unearned series discounts will be surcharged. The Organiser reserves the right to surcharge in the event of bookings not being completed within the contractual period.
6.7.1 Where the Exhibitor has booked an insert, the Exhibitor will remain liable for full payment if the inserts are not delivered to the Organiser at the agreed time and place for approval and insertion. If the insert, when delivered, exceeds the agreed weight the Organiser retains the right to charge extra costs arising from this weight increase to the Exhibitor.
6.7.2 Materials and information must be supplied by the Exhibitor by the deadlines specified by the Organiser for each event. In the event of materials or information not being received by the deadline, the Organiser reserves the right (a) to use information held from a previous event or otherwise to determine the materials to be used; (b) to not use any materials and still charge the Exhibitor the full amount due for the space booked; and (c) to charge the Exhibitor for any extra costs directly incurred by the Organiser as a result of late provision of materials.
6.7.3 Proofs sent to the Exhibitor for correction, which are not received back by the Organiser by the relevant deadline, will be assumed to be correct.
6.7.4 Materials must conform strictly to the Organiser’s requirements and any additional work required by the Organiser to ensure materials meet set requirements involved will be charged for including the cost of making duplicate films or any necessary reprographic, origination or colour processing work.
6.8 Preparing and Removing the Exhibition Stand
6.8.1 The Exhibitor, its servants, agents, employees and contractors may enter the exhibition area for the purpose of erecting and preparing its exhibits [one day before] the event, or as shall be agreed by the Organiser in writing.
6.8.2 All exhibition stands must be completely removed during the [3 hours following the event OR by 5pm on the day after the event], or as otherwise agreed between the Organiser in writing. The Organiser may remove any property left by the Exhibitor at the event after the said time and the costs of such removal shall be paid by the Exhibitor on demand.
6.9 Insurance of Exhibits
6.9.1 The Exhibitor shall be responsible for the insurance of all stands and other exhibition materials.
6.9.2 The Organiser does not accept responsibility for any loss or damage from any cause whatever, in respect of any property brought to the Exhibition premises by the Exhibitor or its servants, agents, sub-contractors or any other persons.
6.10 Intellectual Property
6.10.1 For the purpose of these terms and conditions, ‘Intellectual Property Rights’ means copyright and related rights, trade marks, business names, design rights, copyright, internet domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered.
6.10.2 The Exhibitor warrants that it owns the Intellectual Property Rights in the materials submitted by the Exhibitor to the Organiser and grants the Organiser a non-exclusive license to use the these materials and any relating copyright, as well as the Exhibitor’s trademarks and/or business names in the inserts, publications, marketing literature and on the Organiser’s website for the sole purpose of the event.
6.11.1 Any notice or other communication given to a party under or in connection with the contract between the Organiser and the Exhibitor shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.
6.11.2 A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at the party’s address referred to in clause 29; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, (d) if sent by by fax or e-mail, one Business Day after transmission.
6.11.3 The provisions of clauses 29 and 30 shall not apply to the service of any proceedings or other documents in any legal action.
6.12.1 Failure by the Organiser to insist upon strict performance by the Exhibitor of any of these Terms and Conditions shall not operate as a waiver or otherwise release or in any way affect the liability of the Exhibitor under these Terms and Conditions.
6.12.2 These Terms and Conditions shall be governed and construed in accordance with the laws of England and Wales and the Organiser and Exhibitor hereby agree to submit to the exclusive jurisdiction of the English courts regarding matters in relation to these Terms and Conditions.
6.12.3 The Exhibitor shall not assign or transfer its rights or obligations under the contract between the Organiser and the Exhibitor (or any part), without the prior written consent of the Organiser.
6.13.4 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Terms and Conditions and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.
6.13.5 These Terms and Conditions are governed by and interpreted in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.
6.13.6 Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
6.13.7 All third party rights are excluded and no third party shall have any right to enforce any of these Terms and Conditions. This shall not apply to members of the Organiser’s group from time to time who shall, subject to the Organiser’s consent, have the right to enforce the Organiser’s rights as if they were the Organiser.
6.13.8 The Organiser may modify these Terms and Conditions from time to time and any modifications will become binding on the Exhibitor when the Organiser has given notice.
7.1 Books, eBooks and Training Packages
7.1.1 You may order books and training packages, as well as other products and services we may make available from time to time, via our Website or by telephone or post. eBooks can only be ordered via the Website. For orders via the Website, you will be required to choose a contact email address and password. You are responsible for all sessions and transactions undertaken using these details. You should keep your password safe and not disclose it to anyone. You should change it immediately if you feel it has been compromised. If any of your details change, you must inform Optimus Education as soon as possible. You may update your details by signing into your account on the Website, and updating the relevant section.
7.2.1 eBooks can only be purchased via the Website (e-mail, fax or purchases attempted by any other method will not be accepted). Following receipt of an order for an eBook (or any part of an order which relates to eBooks), we will send you an order confirmation e-mail, and an invoice for payment will follow. You will also receive an e-mail with instructions on accessing and downloading your eBook. Your eBook can be accessed immediately through My Account under the 'My Books' tab. Please note that once an eBook is purchased, you cannot cancel a contract and payments for eBooks cannot be refunded.
7.3 Books & Training Packages
7.3.1 In the case of any order for Books, training materials or other physical goods (“Goods”), the following provisions of this clause 6 shall apply.
7.3.2 Following receipt of an order for Books via the Website or telephone, we shall issue an e-mail with confirmation of your order. This is for information only and shall not constitute our acceptance of your offer. There will be no binding contract between us until payment is received.
7.3.3 Optimus Education will provide you with an invoice for the Goods. Optimus Education reserves the right to not accept your order in the case of a lack of stock, or obvious errors or inaccuracies regarding the Goods or prices appearing on the Website and made available via our Optimus Information Services. If an error or inaccuracy is discovered with regard to the advertised price of the Goods (or their availability) that you have ordered, we will contact you as soon as possible to inform you of the correct price of the Goods and expected delivery, and to ask you if you wish to continue with the order at the amended price/delivery timetable, or to cancel the order altogether.
7.3.4 Once you have received the invoice from us, payment must be made to Optimus Education within 30 days of receipt of the invoice date. Payment can be made by cheque, BACS or credit card. The Goods will not be sent to you until your payment has been received in full. If payment is not received within 30 days, Optimus Education will assume that you no longer require the Goods and your order will be cancelled.
7.3.5 Orders from individuals wishing to make a personal purchase or from schools based overseas can be settled only by payment in advance upon receipt of invoice by debit or credit card, unless we agree otherwise.
7.3.6 All prices exclude postage and packaging costs, which will be payable in addition and are detailed below, see section 8.4. Promotions apply to listed titles only, which are subject to change and availability. If you choose to purchase a product from a multi-buy offer, but do not purchase sufficient products to qualify for the promotional discount, the products will be charged at the normal price.
7.3.7 Optimus Education will post the Goods ordered by you to the person and address you provide to Optimus Education at the time you place your order. For Goods delivered outside of the EU, the consignee will be the declarant and importer into the country for which the consignment is destined. The consignee will be responsible for both customs clearance and payment of customs duties and local taxes where required. Delivery will be made as soon as possible after your payment has been received in full. Any charges levied in relation to customs clearance must be borne by you.
7.4 Cancelling your order
7.4.1 You may cancel the order at any time within the 30 day payment period by contacting our customer services team on 0845 450 6407. No further action will be necessary.
7.5 Returning Goods
7.5.1 You may return Goods once received at any time within 21 days from the day after you receive them by informing us of your intention to do so by sending an e mail to You do not need to provide Optimus Education with a reason for returning your Goods. You will be responsible for returning the Goods to us (at your cost) within 14 days of your e mail. Goods should be returned to: Optimus Education, c/o Returns Department, NBN International, 10 Thornbury Road, Plymouth, PL6 7PP.
7.5.2 Once the Goods are received in a saleable condition, Optimus Education will:
22.214.171.124 refund you the price you paid for the Goods. If we receive Goods which have been used or damaged and as a result, affects our ability to resell them, the refund value will be adjusted accordingly. Please note we cannot refund return delivery costs.
126.96.36.199 Once the Goods have been received by us, your refund will be issued by the same method used for payment within 30 days thereof.
7.5.3 Please contact the customer service team on for clarification on terms and conditions of purchase and return timelines when required.
8.1 We are not able to guarantee delivery times but, as a guide, if you are located within the UK your order should usually arrive within 7 working days (unless notified otherwise) of us dispatching your order. Please allow up to two weeks for deliveries outside the UK. If you have not received your order within these time frames, please contact us.
8.2 Please note that most of our parcels are shipped using Royal Mail and are not always trackable. Should you require your item(s) to be tracked, or if your order is particularly urgent and you would like to arrange a fast delivery, please contact our customer services team on +44 (0)845 450 6404 who can discuss delivery options with you.
8.3 eBooks can only be purchased by using a credit/debit card and downloaded using the easy download and storage instructions from the Website.
8.4 Postal rates will vary depending on the weight and size of the order and the destination of delivery. For details of our current delivery rates, please see below.
|0-11kg||Rest of world||£15.00|
|11+-20kg||Rest of world||£19.00|
|20kg+||Rest of world||£25.00|
9. Training Delivered In-School
9.1 Optimus Education provides in-school training to UK-based education providers. Training can be requested via the Conference customer services team at Optimus Education on +44 (0) 845 450 6404.
9.2 Your training requirements and the fees payable by you will be discussed with the Optimus Education and confirmed in writing before an invoice is sent to you.
9.3 Payment for training must be made within 30 days of receipt of any relevant invoice and, in any event, in advance of the training taking place.
9.4 You will be responsible for purchasing any materials necessary for the proper delivery of the training session(s). Purchase of the training materials is a pre-requisite to training being delivered.
9.5 The appointed trainer will contact you to arrange dates for training (unless otherwise agreed in advance) and to discuss relevant arrangements, including your organisation’s priorities and learning objectives for the training session(s).
9.6 All reasonable expenses (e.g. for travel and accommodation) of the trainer are payable in addition to the cost of training. An invoice will be issued for such expenses after the training has taken place and will be payable within 30 days.
9.7 If you decide to cancel the training, you may do so by contacting us in writing via the Conference customer services team at Optimus Education, subject to the following:
9.7.1 Written cancellations made no less than 4 weeks before the agreed date of the training will be subject to a full refund if paid, or the cancellation of the invoice if unpaid.
9.7.2 Written cancellations made less than 4 weeks, but no less than 2 weeks, before the agreed date of the training will remain liable for 50% of the invoice amount. If the invoice has been paid, a 50% refund shall be issued. If payment has not been made, you must pay 50% of the total amount within 7 days of cancellation.
9.7.3 Written cancellations made less than 2 weeks before the agreed date of the training will not be entitled to any refund. If the invoice remains outstanding on cancellation, it must be paid in full within 7 days of cancellation.
9.8 Rearranging or rescheduling dates for the training may be possible in exceptional circumstances with the mutual agreement of the trainer and customer but we shall not be obliged to do so.
9.9 If, due to unforeseen circumstances, the trainer is unavailable to attend on the agreed date/dates, and a suitable replacement cannot be found, an alternative date may be offered or a full refund will be given, or the invoice cancelled.
9.10 Please contact the Conference Customer Service Team on +44 (0) 845 450 6404. For clarification on terms and conditions of purchase and return timelines when required.
10. Third Party Goods, Services, Contributions and Links
10.1 If you purchase or acquire goods or services from any third parties that you have linked to or been directed to via the Website, any contract you enter into with those third parties and any use you make of their website and services is a transaction between you and the relevant third party and does not include Optimus Education. As such, Optimus Education cannot be held liable in any way for any transactions between you and any such third party.
10.2 Any opinion, advice, statement, service, offer, or information or content provided or made by any third party on the Website, or on any website to which the Website is linked, is that of the author or provider, and not of Optimus Education. We do not endorse, and cannot be held responsible for, the accuracy or reliability of any such opinion, advice, statement, service, offer, information or content.
10.3 Where content or information or services available via the Website has been supplied by a third party, we do not control or endorse it in any way. All information, content and services supplied by third parties are made available in good faith, but we do not (to the extent allowed by the law) accept responsibility for their accuracy or use.
10.4 We make no representation and give no warranty about any other websites or any opinion, advice, statement, offer, information or content on them or goods or services offered by them. We have no control over their content or availability. We cannot be held liable for any loss or damage caused by or in connection with any use of, or reliance on, any information, materials, goods or services available on or through any other website.
10.5 All concerns regarding other websites linked to by the Website must be taken up with that company or website provider.
11. Accuracy of Information
11.1 Whist we endeavour to ensure that any information and content on the Website and through any of the Optimus Information Services, is accurate and true, we cannot make legal representation and give a legal warranty that all information or content is accurate, non-infringing of third party rights, up to date and complete. We cannot accept liability for any loss or damage caused by inaccurate, out of date or incomplete information or content.
11.2 If you find any inaccurate, out of date or incomplete information or content on the Website or the Services, or if you suspect there is an infringement of intellectual property rights or unlawful acts, please advise us immediately by contacting our customer services department.
11.3 You should independently verify any information and content on the Website or the Services before relying on it. The information and content on, and software available through, the Website and the Services are not intended to address any particular requirements; they do not constitute any form of advice or recommendation by Optimus Education and are not intended to be relied upon when making (or refraining from making) any decision.
12 . Our Liability
12.1 Conditions 9 and 10 above make clear our liability for the use or misuse of the information or advice supplied by this Website.
12.2 We do not exclude our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
12.3 The material displayed on the Website is provided without any guarantees, conditions or warranties as to its accuracy. Subject to the above qualifications, to the extent permitted by law, we and third parties connected to us hereby expressly exclude all conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
12.4 We have no liability for the inability of anyone to access the Website or Services or any information or material on it, and we do not warrant that the Website or the Services will operate without interruption, will always be available or will always remain in its current format or structure.
12.5 We are not responsible for, and will have no liability for, any error or corruption or breach of security resulting from the transmission of any information or material over any telecommunications network.
12.6 Subject to Condition 11.2 Optimus Education will not be liable for any of the following types of loss, whether direct or indirect and howsoever caused: any loss of business, contracts profit, anticipated savings, revenue or goodwill, loss or corruption of data, lost or wasted management time, overhead costs and expenses or any other indirect or consequential loss.
12.7 In no event shall Optimus Education's liability to you exceed any amounts you have paid to Optimus Education Limited at the time you make any claim against Optimus Education Limited.
12.8 Nothing in these Conditions affects your statutory rights as a consumer (if applicable).
13.1 No delay, neglect or forebearance on our part in enforcing any of these Conditions will be, or be deemed to be, a waiver; nor will it prejudice any of our rights.
13.2 If any of these Conditions is (for any reason) held to be unenforceable, illegal or in some other way invalid, the unenforceable, illegal or invalid provision will not affect the remainder of these Conditions; and they will continue in full force and effect.
13.3 These Conditions are governed by English law and you agree to submit to the non-exclusive jurisdiction of the courts of England.
13.4 No party shall be liable to the other for any delay or non-performance of its obligations under these Conditions arising from any cause beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
13.5 Optimus Education operates a complaints handling procedure which exists to try to resolve disputes when they first arise. If you have a complaint or other customer service issue, please contact customer services.
14. Variation of Terms and Conditions
14.1 Optimus Education reserves the right to vary or add to these Conditions from time to time, if necessary, to comply with any applicable laws or as otherwise determined necessary by Optimus Education.
14.2 No variation, additions or waiver to these Conditions shall operate to release You from your obligations under these Terms and Conditions.
14.3 No addition to or modification of any provision of these Conditions that you propose will be binding on us unless made in writing and signed by our duly authorised representative. 'Writing' includes sending us an email to email@example.com.
14.4 Optimus Education may transfer our rights and obligations under these Conditions or any contract formed under them to another organisation, but this will not affect your rights or our obligations under these Conditions.
14.5 You may only transfer your rights or your obligations under these Conditions or any contract formed under them to another person if we agree in writing.
14.16 Any contracts formed under these Conditions are between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
15.1 If you win a Competition, you agree that Optimus Education may use your name, location and other personal details to announce the winner(s) of the Competition and for any other reasonable and related promotional purposes.
15.3 By entering a Competition, you are agreeing to be bound by these terms and conditions. Optimus Education may, at its sole discretion, exclude you from participating in the Competition if it believes there has been a breach of these terms and conditions. Optimus Education also reserves the right to hold void, suspend, cancel or amend a Competition where it becomes necessary to do so.
1. Licence Terms and Conditions and Terms and Conditions of use of Website.
These Terms and Conditions (“Terms”) must be read in conjunction with the Agreements entitled Agreement for Leading Parent Partnership Award Services, Agreement for Best Practice Teaching Assistants Award Services and Agreement for Send Inclusion Award Services, Agreement for Wellbeing Award for Schools and Agreement for Effective School Governance Award.
2.1 In these Terms, unless the context requires otherwise, the following expressions have the following meanings:
2.2 “Agreement” means Agreement for Leading Parent Partnership Award Services, Agreement for Best Practice Teaching Assistants Award Services, Agreement for Send Inclusion Award Services, Agreement for Wellbeing Award for Schools and Agreement for Effective School Governance Award;
2.3 "Authorised User" means every member of staff currently employed by the Licensee;
2.4 “Award” means Leading Parent Partnership Award (LPPA), or (Best Practice with Teaching Assistants Award (BPTAA), or Send Inclusion Award Services (SENDIA), Wellbeing Award for Schools (WAS), or Effective School Governance Award (ESGA);
2.5 “Award Approach” means achievement of the Award using the different specified approaches (Adviser-lead or School-lead);
2.6 “Award Certificate” means the certificate granted to the Licensee once it has achieved the required Award standard under the Agreement;
2.7 “Awards Framework” means the objectives and key performance indicators which are a part of each Award;
2.8 "Commencement Date": the date upon which the Agreement is signed;
2.9 “E-portfolio” means the online tool provided by the Licensor allowing the Licensee to upload material to the awardplace servers;
2.10 “Generated Reports” means the reports which are generated by the Self-evaluation Tool from information which has been inputted on the website by the Licensee;
2.11 "Licensee" means the School or Institution;
2.12 "Licensed Material" means the material available for access on the Internet at the URL http://www.awardplace.co.uk, or derivatives thereof, from time to time (as may be amended) together with any additional material that the Licensor makes available to the Licensee online, including, but not limited to, E-portfolio, Self-evaluation Tool and the report-generating mechanism, Forms and Templates;
2.13 “Licensor” means Prospects Services, Prospects House, 19 Elmfield Road, Bromley, Kent BR1 1LT;
2.14 “Product” means the Awards Framework, guidance, templates, forms, Self-evaluation Tool, E-portfolio, and any other product contained in the Agreement;
2.15 ''Self-evaluation Tool” means the online service provided by the Licensor allowing users to evaluate their current School provision as against the desired Award framework, and generate a report showing the results thereof;
2.16 "Term" means the Term of the Agreement;
2.17 “Website” means www.awardplace.co.uk.
The Agreement commences upon payment of the Fee by the Licensee thereunder. The Licensee shall then have access to the Licensed Material in accordance with the terms hereunder and the Agreement.
4. Rights Granted
4.1 Subject to the Licensor entering into the Agreement with the Licensor, the Licensor grants to the Licensee for the Term the following nonexclusive rights, to:
4.1.1 access and permit Authorised users to access at any time the Licensor's awardplace-linked servers, for the purposes of achieving its obligations under the Agreement;
4.1.2 permit Authorised Users to print and/or download individual forms and the Generated Reports from the Licensed Material.
4.2 The Licensee may not assign, sub-license, transfer, charge or otherwise dispose of its rights hereunder without the prior written consent of the Licensor.
4.2.1 Title to, and ownership of, all intellectual property existing in the Licensed Material and Product, particularly in the Forms and Templates (including any copies of Licensed Material made by the Licensee) is not transferred to the Licensee and belong to and remain vested in, the Licensor, subject to the rights granted in Clause 4.1. The Licensee acknowledges that any rights not expressly granted in this Licence are reserved by the Licensor.
4.3 Ownership of any content uploaded to the Website (in which the Licensee holds Intellectual Property Rights) which the Licensee has uploaded to the Licensor's servers is retained by the Licensee. The Licensee grants to the Licensor a non-assignable, royalty-free, non-exclusive License (the “Institution Licence”) to access and use the content uploaded by the Licensee including the Generated Reports, for the purposes of evaluating the information contained therein, in order to improve the Award process and to promote achievements in the Award (on an anonymous basis) to other institutions.
4.3.1 Intellectual Property Rights" means all intellectual property rights including but not limited to any and all patents, registered design, Materials, copyright, database rights, design rights, topography rights, trade marks, service marks, trade name, moral rights, domain names, application to register any of the aforementioned rights, trade secrets, inventions, right in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any nature whatsoever whether registered or not registered or capable of registration and all applications for or right to apply for any of these and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached hereto;
5. Usage Restrictions
5.1 Except as expressly permitted in Clause 4.1, the Licensee warrants that it will not, nor will it license or permit others to, directly or indirectly, without the Licensor's prior written consent:
5.1.1 reveal its password to anyone other than an Authorised User;
5.1.2 re-sell, distribute, forward, rent or lease the Licensed Material product or any part of it for any purpose otherwise than as permitted herein;
5.2 make the Licensed Material, any element of it, or weblinks created by the URL Generator, available by any means to persons other than Authorised Users;
5.3 make the Licensed Material, or any element of it, available on, or by, electronic bulletin boards, news groups, Web sites, FTP or any other means of posting or transmitting material on the Internet, an on-line service or wide area network, except with the written permission of the Licensor;
5.4 remove or obscure the Licensor's copyright notice from the Licensed Material including hard-copy print-outs;
5.5 use the Licensed Material, to create any derivative work, product or service, or merge the Licensed Material with any other product, database, or service, excepting use within the Licensee's virtual learning environment or institutional intranet;
5.6 copy any part of the Licensed Material, except where permitted herein, or for back-up purposes;
5.7 reverse engineer, decompile or disassemble the Licensed Material or convert it into any other format or medium; and
5.8 make changes to the content of any Licensed Material except where the Licensor expressly allows the Licensee to do so, and then only to the extent permitted; and bypass, modify, defeat or circumvent security features that protect the Licensed Material
5.10 undertake any activity which may have a damaging effect on the Licensor's ability to enter into agreements with other institutions;
5.11 upload or share any material via E-portfolio which is, in whole or in part, pornographic, libellous or obscene, or to which it does not hold the necessary usage rights;
5.12 use E-portfolio to transmit any viruses, worms, defects, Trojan horses or other malicious code or items of a destructive nature; and
5.13 otherwise use the Licensed Material in a manner that would infringe the Licensor’s intellectual property rights contained within it.
5.14 The Licensor reserves the right to remove forthwith, any information which has been uploaded E-portfolio by the Licensee, which the Licensor considers to be in breach of the provisions contained herein.
6. Term and Termination
6.1 The Licence granted hereunder will terminate automatically upon termination of the Agreement, or in accordance with clause 6.6 below.
6.2 These Terms shall commence upon the date of the Agreement.
6.3 The Licensor may register its details upon the Website, however, its awardplace account (“Account”) will only be activated once the Agreement has been signed and returned to the Licensor and payment due thereunder has been received as cleared funds.
6.4 Once the Account has been activated, the Licensee may log in using the e mail received from the Licensor, set a password and begin to access the Licensed Material.
6.5 The Termination provisions of the Agreement apply hereto. If the Licensee achieves the Award and is granted an Award Certificate, it shall continue to have access to the Licensed Material through the Website for the duration of the Award Certificate’s validity.
6.6 Upon expiry of the Award Certificate, in the event that it is not renewed in accordance with the Agreement, the Account shall automatically cease.
6.7 The Licensor may suspend the provision of the Licensed Material to the Licensee with immediate effect on written notice without liability if the Licensee breaches the Terms contained herein, or where the Licensor believes the Licensed Material is being used in a manner that breaches the provisions of these Terms.
6.8 Upon termination of the License, the Licensee agrees to destroy, and will instruct all Authorised Users to destroy, all Licensed Material which does not hold or contain the Licensee’s data, for example blank Forms or Templates, stored on any digital information storage media, including, but not limited to, system servers, hard disks, memory sticks, computers and discs.
7. Licensee's Undertakings
7.1 The Licensee will take all reasonable steps to ensure that the Licensed Material is used only in accordance with these Terms and shall inform Authorised Users of the permitted use restrictions and other provisions set out herein.
7.2 The Licensee will notify the Licensor immediately of infringements that come to the Licensee's notice and the Licensee agrees to co operate with the Licensor as appropriate.
8. Warranties and Liability
8.1. The Licensor warrants to the Licensee that it has full rights and authority to grant the Licence to the Licensee and that the use by the Licensee of the Licensed Material in accordance with these Terms.
8.2 Nothing in these Terms excludes or limits the Licensor’s liability for death or personal injury arising from its negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
8.3 To the extent permitted by law, the Licensor excludes all conditions, warranties, representations or other terms which may apply to the Website or the Licensed Material, whether express or implied.
8.4 The Licensor shall not be liable to any Authorised User for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
8.4.1 use of, or inability to use, the Website and/or the Licensed Material; or
8.4.2 use of, or reliance on any content displayed on the Website and/or in the Licensed Material.
8.5 The Licensor shall not be liable for:
8.5.1 any loss or damage caused by a virus, or other technologically harmful material that may infect the Licensee’s computer equipment, computer programs, data or other proprietary material due to the Licensee’s use of the Website or to the Licensee’s downloading of any content on it, or on any website linked to it.
8.5.2 any failure or malfunction resulting wholly or to any material extent from the Licensee's negligence, operator error, misuse or abuse of the Licensed Material;
8.5.3 failure by the Licensee to implement recommendations previously advised by the Licensor in respect of, or solutions for, faults in the Licensed Material;
8.5.4 The Licensor assumes no responsibility for the content of websites linked on the Website. Such links should not be interpreted as endorsement by the Licensor of those linked websites. The Licensor shall not be liable for any loss or damage that may arise from the Licensee’s use of them.
8.5.5 The Licensor reserves the right to amend, modify, alter or remove any part of the Licensed Material without notice.
9. Use Of E-portfolio
9.1 The Licensee is responsible for the provision of and payment for, all hardware, software, network availability and internet connectivity requires to use and/or access E-portfolio.
9.2 The Licensee accepts that the Licensor has no control over such hardware, software and telecommunication services and that the Licensor shall have no liability to the Licensee for the acts or omissions of providers of telecommunication services or for faults in or failures of their apparatus.
9.3 The Licensor is not responsible for any technical support requirements arising from the Licensee's use of hardware, software and telecommunications services.
9.4 The Licensee is solely responsible for securing and backing up its content.
9.5 If the Licensee is unable to complete the download process due to a file being defective, the Licensor shall replace the download, where possible.
9.6 In the event of a malfunction with E-portfolio, the Licensee shall notify the Licensor as soon as reasonably practicable. The Licensor shall endeavour to resolve the malfunction as soon as reasonably practicable.
10.1 Each party shall keep confidential these terms and conditions and all confidential information that it may acquire in relation to the Product or affairs of the other party. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under these Conditions. Each party shall ensure that its officers and employees comply with the provisions of this clause.
10.2 The obligations on a party, set out in this clause shall not apply to any information which:
10.2.1 is publicly available or becomes publicly available through no act or omission of that party; or
10.2.2 a party is required to disclose by order of a court of competent jurisdiction.
10.3 The provisions of this clause shall survive any termination of these Conditions for a period of 5 years from termination.
11. Force Majeure
11.1 Neither party shall have any liability under or be deemed to be in breach of these terms and conditions, which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so.
12. Variation of Terms and Conditions
12.1 The Licensor reserves the right to vary or add to these Conditions from time to time, if necessary, to comply with any applicable laws or as otherwise determined necessary by the Licensor.
12.2 No variation, additions or waiver to these Conditions shall operate to release the Licensee from its obligations under these Terms and Conditions.
13 Data Protection
13.1 The parties undertake to comply with the provisions of Data Protection Act 1998 and any related legislation in so far as the same relates to the provisions of these Conditions.
13.2 The Licensor may share the Licensee’s information with any member of its group, which means its subsidiaries, its ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006.
13.3 The Licensor may also, from time to time, contact the Licensee in order to market its other related services. In doing so, the Licensor shall use certain Licensee details, including name, address, institution contact name, e mail address and telephone. In the event that the Licensee does not wish to be contacted for this purpose, it may inform the Licensor of this at any time by writing to firstname.lastname@example.org .
The Licensee shall not assign, delegate, sub-contract, or otherwise transfer any or all of its rights and obligations under these Conditions.
No failure or delay by the Licensor in exercising any right, power or privilege under these Conditions shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in these Conditions are cumulative and not exclusive of any rights and remedies provided by law.
If any provision of these Conditions is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from these Conditions and rendered ineffective as far as possible without modifying the remaining provisions of these Conditions, and shall not in any way affect any other circumstances of or the validity or enforcement of these Conditions.
17. Governing Law
These terms and conditions shall be governed by and construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
18. Third Parties
18.1 Nothing in these Conditions shall confer on any third party any rights or benefit under the provisions of the Contracts (Rights of Third Party) Act 1999.
18.2 Head Office: Prospects Services, Prospects House, 19 Elmfield Road, Bromley BR1 1LT
1.1 In these Terms and Conditions the following wording shall have the following meanings:
1.1.1 "Confidential Information" means all information relating to or provided by Optimus which is designated as confidential including but not limited to Materials, trade secrets, methodologies, suppliers lists, costs and pricing, unpublished financial information, business plans, marketing data, memoranda papers, letters, emails, any patents, trademarks and service marks, rights in designs, trade, business or domain names, database rights, topography rights, copyrights (including rights in computer software) whether or not registered and including applications for (and the right to apply for) registration of any such thing and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world for the full period of them and all extensions or renewals of them;
1.1.2 ”Disclosure and Barring Service (DBS) " means the services established under the Protection of Freedoms Act 2012;
1.1.3 "Effective Date" means the date as set out in the letter attached hereto;
1.1.4 "Fees" means the Fees as set out in the letter attached hereto;
1.1.5 “Good Industry Practice” means the exercise of that degree of skill, diligence, care, prudence, efficiency and foresight and timelines as would reasonably and ordinarily be expected from a Consultancy within the relevant industry and business sector engaged in the United Kingdom in services equivalent to or comparable with the Services, acting in good faith and with sufficient financial resources to perform the obligations under this Agreement;
1.1.6 Intellectual Property Rights" means all intellectual property rights including but not limited to any and all patents, registered design, Materials, copyright, database rights, design rights, topography rights, trade marks, service marks, trade name, moral rights, domain names, application to register any of the aforementioned rights, trade secrets, inventions, right in unpatented know-how, right of confidence and any other intellectual or industrial property rights of any nature whatsoever whether registered or not registered or capable of registration and all applications for or right to apply for any of these and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached hereto;
1.1.7 Materials" means all documents (including but not limited to lists of clients or customers or establishments, correspondence, plans, drawings, accounts and other documents of whatsoever nature and all copies of them, whether on paper, computer memory disc or otherwise made) made, compiled or acquired by the Consultancy or provided by Optimus during the provision of the Services and concerning the business, finances or affairs of Optimus, or the client together with any other property of Optimus in the Consultancy’s possession;
1.1.8 "Material Breach" means any breach of clauses 7, 8, 9 and 15 shall be regarded as a Material Breach or in relation to any other obligation under these Terms and Conditions a series of Minor Breaches by either party of its obligations hereunder which adversely, materially and substantially affect the performance or delivery of the Services or otherwise compromise the reputation, integrity or confidentiality of Optimus or any of its subsidiaries or holding companies; or a Minor Breach of a specific obligation in respect of which either party has served two consecutive notices under the terms of these Terms and Conditions concerning the same or similar circumstances from where the other party has failed to remedy that breach under the terms these Terms and Conditions;
1.1.9 "Minor Breach" means a delay or non performance by either party of its obligations under the terms of this Agreement as a direct result of the other party’s default which does not materially, adversely or substantially affect the performance or delivery of the Service;
1.1.10 "Services" means the delivery of the Services as set out in the letter attached hereto;
1.1.11 "Term" means the term from the Effective Date to the Termination Date;
1.1.12 Termination Date" means the date as set out in the letter attached hereto or such earlier date on which these Terms and Conditions is determined in accordance with clause 9 (Termination) of these Terms and Conditions;
1.1.13 "Working Day" means any day (other than a Saturday or Sunday) on which the banks in London are open for business and "Working Days" shall be construed accordingly;
1.1.14 The interpretation and construction of these Terms and Conditions shall be subject to the following provisions:-
a) words importing the singular meaning include where the context so admits the plural meaning and vice versa;
b) words importing the masculine include the feminine and the neuter;
c) reference to a clause is a reference to the whole of that clause unless stated otherwise;
d) references to any statute, enactment, order, regulation or other similar instrument shall be construed as a reference to the statute, enactment, order, regulation or instrument as amended by any subsequent enactment, modification, order, regulation or instrument as subsequently amended or re-enacted;
e) references to any person shall include natural persons and partnerships, firms and other incorporated bodies and all other legal persons of whatever kind and however constituted and their successors and permitted assigns or transferees;
f) the words "include", "includes" and "including" are to be construed as if they were immediately followed by the words "without limitation";
g) headings are included in the Agreement for ease of reference only and shall not affect the interpretation or construction of these Terms and Conditions;
h) in the event and to the extent only of any conflict between the clauses and the remainder of the appendices, the clauses shall prevail over the remainder of the appendices;
i) references to clauses or Schedules are references to clauses or Schedules to these Terms and Conditions, references to paragraphs are to paragraphs of the relevant Schedule.
2. Standard Terms
2.1 The Consultancy shall perform the Services as requested in writing from time to time and agreed by both parties for the duration of the Term.
2.2 If requested and/or required the Consultancy, prior to commencing the Services and at its own expense, has an enhanced disclosure check made through the Disclosure and Barring Service (DBS) for its’ Consultant(s) and the Consultancy holds a satisfactory current disclosure certificates for each.
2.3 The Consultancy must not make, any press announcements, written publication or publicise these Terms and Conditions or any information relevant to the Services or be involved either directly or indirectly in any press announcement, written publication, liaising in any way with the media about Optimus or the Services. If approached by the media the Consultancy must immediately contact Optimus.
2.4 The Consultancy shall take out and maintain all appropriate insurances including professional indemnity and public liability with a reputable insurance company and will, when requested, supply Optimus with copies of current certificates.
2.5 The Consultancy shall comply with all relevant health and safety legislation and shall take all reasonable steps to ensure that the Services are provided in a safe, healthy and supportive environment. Where the services take place on Optimus premises, Optimus shall provide reasonable working conditions and facilities.
2.6 Optimus cannot guarantee any volumes under this Agreement and shall not be obliged to engage the Consultancy for any of the Services and the Consultancy shall not be obliged to accept any engagement offered by Optimus.
2.7 The Consultancy shall supply all stocks, materials, consumables and equipment to its Consultant(s) as is necessary for the proper performance of the Services including but not limited to its own computer equipment and mobile phones.
2.8 The Consultancy shall work with Optimus on such dates and times to be mutually agreed between the parties.
2.9 The working day shall comprise of a minimum of eight (8) hours unless otherwise defined in these Terms and Conditions. Additional time in a working day may be required to be worked for the proper provision of the Services by the Consultancy but such additional time shall not be chargeable without prior written consent from Optimus.
2.10 The Consultancy shall pay the utmost regard to the standing and reputation of Optimus and not do anything (by act or omission) which may:
2.10.1 damage the reputation of Optimus;
2.10.2 bring Optimus into disrepute;
2.10.3 attract adverse publicity to Optimus; or
2.10.4 harm the confidence of the public in Optimus.
2.11 The Consultancy shall not have any rights whatsoever under these Terms and Conditions to sick pay, holiday pay or any other recognizable employee benefits and the Consultancy hereby indemnifies Optimus against any such claim.
3. Delivery of Services
3.1 The Consultancy shall:
3.1.1 perform the Services in accordance with Good Industrial Practice and within the terms of these Terms and Conditions;
3.1.2 faithfully and diligently perform the Services and use best endeavours to promote and protect the interests of Optimus;
3.1.3 have the suitable skills, qualifications and experience and procures that as long as he is present at any premises requested by Optimus he complies with all requirements relating to safety, security and personal conduct;
3.1.4 attend any of Optimus and/or contract premises within the United Kingdom upon reasonable notice and with prior agreement;
3.1.5 make such reports to Optimus (or such other person or persons as it may direct) on any matters concerning the Services as Optimus may reasonably require and comply with all requirements applicable to the Services;
3.1.6 follow all reasonable directions given to it by Optimus, though it is agreed ultimate control rests with the Consultancy;
3.1.7 work such additional hours during each Working Day as are necessary for the proper performance of the Services.
4. Conflict of Interest and Status of Consultancy
4.1 During the Term, the Consultancy may accept and perform engagements from other companies, firms or persons provided that the Consultancy does not accept contracts to supply services to third parties which would:
4.1.1 compromise or create a conflict of interest with its obligations included but not limited to entering into a direct contractual relationship with any Optimus clients without the prior written consent of Optimus;
4.1.2 cause a breach of any of the Consultancy’s obligations;
4.1.3 render the Consultancy to have a relationship (direct or indirect) with a competitor of Optimus.
4.2 For avoidance of doubt, Optimus shall not be obliged to engage the Consultancy for any services and the Consultancy shall not be obliged to accept any engagement offered by Optimus.
4.3 The Consultancy shall not without the prior written authorisation of Optimus;
4.3.1 have any authority to incur expenditure in the name of or for the account of Optimus;
4.3.2 hold himself out to be the servant, legal partner or agent of Optimus; or
4.3.3 do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on behalf of Optimus.
4.4 The restrictions imposed on the Consultancy by clauses 4.1, 4.2 and 4.3 apply to the Consultancy acting:
4.4.1 directly or indirectly; and
4.4.2 on the Consultancy’s behalf or on the behalf of or in conjunction with, any firm, company or person.
4.5 The Consultancy undertakes to Optimus that it will duly pay any taxes and National Insurance Contributions which are due in relation to the payments of the Fees to be made by Optimus pursuant to these Terms and Conditions and further agrees to fully indemnify Optimus in respect of all and any income tax and National Insurance Contributions which may be found due from Optimus on any payments made under these Terms and Conditions together with any interest, penalties or gross-up.
4.6 Nothing in these Terms and Conditions shall render the Consultancy as an agent or partner of Optimus and the Consultancy shall not hold itself out as such.
5. Fees and Payments
5.1 In consideration of the Services requested by Optimus and delivered by the Consultancy, Optimus shall pay the Fees plus Value Added Tax (VAT) if applicable, within 30 days on receipt of a valid invoice delivered to Optimus in accordance with these Terms and Conditions or such other timeframe as may be stated within this Agreement, by bank credit transfer (BACS).
5.2 The Fees shall be subject to the satisfactory performance of the Services and completed within agreed timescales. Delays in providing the Services may lead to the Fees being withheld or withdrawn.
5.3 The invoice shall be submitted after completion of the Services and shall have attached any other documents as requested by Optimus including all appropriate receipts for reasonable expenses properly incurred in performance of the Services, and which have been agreed in advance.
5.4 No Fees shall be payable to the Consultancy in respect of any period during which the Consultancy does not perform the Services.
5.5 Payment by Optimus shall be without prejudice to any claims or rights which Optimus may have against the Consultancy and shall not constitute any admission by Optimus as to the satisfactory performance by the Consultancy of the Services or as to the Consultancy’s compliance with its obligations under these Terms and Conditions.
5.6 The Consultancy agrees that any unsatisfactory Services shall be corrected or undertaken by the Consultancy at his own time and expense.
5.7 The Consultancy undertakes to maintain good and accurate records of evidence of all expenditure claimed under these Terms and Conditions for inspection by Optimus.
5.8 Optimus reserves the right to recover from the Consultancy any sum in whole or in part which:
5.8.1 were incorrectly paid to the Consultancy;
5.8.2 the Consultancy incorrectly claimed from Optimus under the provisions of these Terms and Conditions;
5.8.3 were paid to the Consultancy while the Consultancy was in breach of these Terms and Conditions;
5.8.4 a third party from whom funding is received by Optimus
(i) refuses to pay Optimus for any part of the Services performed by the Consultancy or
(ii) claims back from Optimus any amount previously paid to Optimus for any part of the Services performed by the Consultancy or
(iii) requires that any or all of the Services undertaken by the Consultancy be performed again to such a standard as it may reasonably require.
5.9 Optimus reserves the right to deduct, defer, suspend, or recover payment where evidence of satisfactory performance and delivery of the Services in accordance with these Terms and Conditions is lacking.
5.10 Optimus shall have the right to suspend payment to the Consultancy in the event that Optimus has reasonable cause to suspect fraud or irregularity has occurred in relation to these Terms and Conditions.
5.11 The Consultancy shall be responsible for all Value Added Tax, income tax, national insurance, social security or similar contributions or other taxes arising out of the Fees payable under these Terms and Conditions; and Optimus reserves the right to demand proof that the obligations set out in this clause are being met. If such proof is not provided when requested then Optimus reserves the right to withhold payment of any Fees.
6. Confidential information
6.1 The Consultancy warrants that it shall treat all Confidential Information belonging to Optimus as confidential, safeguard it accordingly and only use such Confidential Information for the purpose of the provision of the Services.
6.2 The Consultancy shall take all necessary precautions to ensure that all Confidential Information obtained from Optimus is treated as confidential and not disclosed (without prior written approval) or used other than for the purpose of the Services.
6.3 The provisions of clauses 6.1 and 6.2 shall not apply to any information which:
6.3.1 is or has become part of the public domain other than as a result of a breach of the confidentiality under these Terms and Conditions;
6.3.2 cannot reasonably be considered to be confidential; or
6.3.3 is required to be disclosed by law.
6.4 In order to ensure that no unauthorised person gains access to any Confidential Information or any data obtained in the course of the Services, the Consultancy undertakes to maintain adequate security arrangements that meet the requirements of professional standards and best practice.
6.5 The Consultancy will immediately notify Optimus of any breach of security in relation to Confidential Information and all data obtained in the course of the Services and keep a record of such breach. The Consultancy at its own expense shall cooperate with Optimus in any investigation that Optimus considers necessary to undertake as a result of a breach.
7. Data Protection
7.1 The Consultancy shall ensure that at all times it complies with the provisions and obligations imposed by the Data Protection Act 1998 and the data protection principles together with any subsequent re-enactment or amendment thereof in storing and processing personal data and all personal data acquired by the Consultancy shall be returned to the disclosing party on request. Both parties hereby acknowledge that performance of a duty imposed by the Data Protection Act 1998 shall not constitute a breach of any obligation in respect of confidentiality which may be owed to the other party.
8. Intellectual Property Rights
8.1 The Consultancy acknowledges and agrees that all Intellectual Property Rights or Trade Marks of Prospects existing as at the date hereof are and shall remain the exclusive property of Prospects.
8.2 All intellectual property conceived or made by the Consultancy in the course of providing the Services shall belong to Prospects and the Consultancy hereby assigns and agrees to assign all its interest therein to Prospects or its nominee. The Consultancy shall unconditionally and irrevocably waive any moral rights in any copyright works assigned to Prospects under these Terms and Conditions and all author rights of a similar kind conferred by the law of any jurisdiction.
8.3 The Consultancy shall not use the Optimus name or logos in any advertising, marketing, promotional or referral capacity without the prior written consent from Optimus.
9.1 Without prejudice to any other right or remedy it may have, Optimus may terminate these Terms and Conditions at any time by notice in writing to take effect immediately if the Consultancy:
9.1.1 in performing its obligations under these Terms and Conditions amounts to a Material Breach;
9.1.2 becomes bankrupt or insolvent or makes any arrangement or composition with or for the benefit of its creditors;
9.1.3 does anything which brings itself, Optimus or Optimus clients into serious disrepute;
9.1.4 infringes the Intellectual Property Rights of the other party;
9.1.5 is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed) which involves dishonesty or which Optimus reasonably considers is incompatible with the engagement;
9.1.6 in the reasonable opinion of Optimus is negligent or incompetent in the performance of the Services;
9.1.7 acts in a way which is materially adverse to the interests of Optimus;
9.1.8 is unable to provide the Services for the Term;
9.1.9 is guilty of a serious breach of the rules and regulations as amended from time to time of any regulatory authority relevant to the business of Optimus.
9.2 In addition to the rights of termination under any other clauses of these Terms and Conditions, either Party shall be entitled to terminate these Terms and Conditions in respect of all or part of the Services provided under these Terms and Conditions by giving to the other not less than 30 days written notice to that effect without the need to give a reason for termination.
9.3 Any reasonable delay by Optimus in exercising such right to terminate after the matter in question comes to the attention of Optimus will not constitute a waiver of it.
9.4 In the event that the financial funding for the Services is revised or revoked by a third party from whom funding is received, Optimus shall have the right to either apply such revision to these Terms and conditions or terminate these Terms and Conditions by giving immediate written notice.
9.5 In the event of a termination of these Terms and Conditions in accordance with this clause Optimus shall not be liable to make any further payments in respect of the Fees other than for the Services satisfactorily completed prior to the termination of these Terms and Conditions.
9.6 Nothing in this clause shall affect the coming into or continuance in force of any provision of these Terms and Conditions which is expressly or by implication intended to come into force or continue in force upon termination of these Terms and Conditions.
10. Consequences of Termination
10.1 Termination of these Terms and Conditions shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereupon accrue to the parties under this Agreement.
10.2 Upon termination for whatsoever reason, the Consultancy shall:
10.2.1 comply with all reasonable requests by Optimus to facilitate the handover of the Services and the Consultancy warrants that any information it shall supply shall be complete and accurate and the Consultancy shall indemnify Optimus now and in the future in respect of all or any costs suffered or incurred by Optimus by reason of any proceedings, claims or demands arising from or in connection with the provision of information and/or failure to provide complete and accurate information and/or the provision of assistance and/or failure to provide assistance under this clause 10;
10.2.2 promptly return to Optimus, Materials and all such tangible items which are in the Consultancy’s possession or control and which either belong to Optimus or contain Confidential Information as referred to in these Terms and Conditions;
10.2.3 only with the prior authority from Optimus, irretrievably delete any information relating to Optimus or its clients stored in any magnetic or optical disk or memory and all matter derived from such sources which is in his possession or under his control; and
10.2.4 provide a signed statement that the Consultancy has complied fully with his obligations under this clause.
10.3 Optimus at its discretion reserves the right to withhold payment of any outstanding invoices due to the Consultancy on termination of these Terms and Conditions for any reason until such time as the Consultancy has complied with clause 11.2 and all documentation has been audited (at the discretion of Optimus).
11. Consultancy Warranties
11.1 The Consultancy warrants and undertakes on a continuing basis throughout the Term of these Terms and Conditions:
11.1.1 has the necessary skills and knowledge to carry out the Services;
11.1.2 will perform the Services for Optimus in the capacity of an independent contractor;
11.1.3 will not, in entering into these Terms and Conditions or carrying out the Services be in breach of any terms whether express or implied or any other obligation binding upon it;
11.1.4 will perform the Services in accordance with the highest industry standards.
11.2 The Consultancy warrants that the provisions of the Services contained herein do not contravene any applicable laws or any third party rights in the United Kingdom or in any other country and the Consultancy shall comply, if executing the Services in a country other than the United Kingdom, with all legal and fiscal obligations of the country in which the Services are performed.
11.3 The Consultancy warrants to Optimus that, to the best of its knowledge and belief, all Services carried out under this Agreement will not infringe, in whole or in part, any copyright or any other Intellectual Property Rights of any person and agree to indemnify Optimus against any and all claims, demands, proceedings, expenses and losses including any of a consequential nature arising directly or indirectly out of any act of the foregoing in relation to any works where such act is or is alleged to be an infringement of a third party’s copyright or other Intellectual Property Rights. This warranty and indemnity shall survive the termination of these Terms and Conditions and shall exist for the life of the copyright or other Intellectual Property Rights.
12.1 The Consultancy shall indemnify and keep fully indemnified Optimus against all direct (excluding indirect and consequential losses, claims or damages) claims, costs, damages, loss or liability arising these Terms and Conditions or its obligations under these Terms and Conditions or the failure by the Consultancy to perform their obligations and duties or their failure to fulfill Optimus requirements in respect of the Services or arising from any negligence or unlawful act or omission of the Consultancy.
12.2 Optimus shall not be liable to the Consultancy in contract, tort (including negligence or breach of statutory duty) or otherwise for any indirect or consequential losses arising out of or in connection with Optimus adherence or non-adherence to the terms of these Terms and Conditions.
12.3 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for death or personal injury caused by its negligence or the negligence of its agents for fraud or fraudulent misrepresentation.
13. Equality and Diversity
13.1 The Consultancy shall comply fully with current equality based law notably the Equality Act 2010 and ensure that the services provided are underpinned by equality and diversity principles and accessible and appropriate to meet the needs of equality based groups such as Black and minority ethnic groups, refugee and migrant groups, LGBT community and rural and faith communities.
13.2 The Consultancy shall ensure that there is no discrimination on the grounds of race, colour, ethnic or national origin, disability, age, gender, sexuality, marital status or any religious affiliations.
14. Bribery and Fraud
14.1 The Consultancy shall not offer or give, or agree to give, to any member, employee or representative of Optimus any gift or consideration of any kind as an inducement or reward for doing or refraining from doing, or for having done or refrained from doing, any act in relation to the obtaining or execution of this or any other Terms and Conditions with Optimus or for showing or refraining from showing favour or disfavour to any person in relation to this or any such Terms and Conditions. The Consultancy’s attention is drawn to the criminal offences created by the Bribery Act 2010. Any offence by the Consultancy or by anyone acting on its behalf under the Bribery Act 2010 in relation to these Terms and Conditions or any other agreement/s with Optimus shall entitle Optimus to terminate these Terms and Conditions and recover from the Consultancy the amount of any loss resulting from such termination and/or to recover from the Consultancy the amount of value of any gift, consideration or commission.
14.2 The Consultancy shall notify Optimus immediately where it becomes aware of any instance of suspected fraud or financial irregularity in the delivery of these Terms and Conditions.
15. Dispute Resolution
15.1 The parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms and Conditions by negotiations between executives of the parties (or any such nominated person by either party) who shall have authority to settle the dispute. Any party may give the other party written notice of any dispute not resolved in the normal course of business and within 10 Working Days after delivery of the said notice, executives of both parties (or nominated person) shall meet at a mutually acceptable time to exchange relevant information and attempt to resolve the dispute. If the matter has not been resolved within 20 Working Days after the expiration of the first notice or if the parties fail to meet within or agree a date to meet after the expiration of the disputing party’s notice these Terms and Conditions shall terminate.
16.1 All notices between the parties relating to these Terms and Conditions shall be in writing and shall be delivered personally or sent by first class post, fax or email transmission to the address or fax number or email address set out in these Terms and Conditions. If not set out in these Terms and Conditions, details must be notified in writing by one party to the other prior to the commencement of the Services.
16.2 The notice shall be deemed duly served:
16.2.1 in the case of a notice delivered personally, at the time of delivery;
16.2.2 in the case of a notice sent by first class post, 2 clear Working Days after the date of dispatch;
16.2.3 in the case of a fax or email transmission if sent during normal Working hours, on the next following Working Day.
16.3 Each of the parties shall give notice to the other of the change or acquisition of any address or telephone, fax or email at the earliest possible opportunity but in any event within 48 hours of such change or acquisition.
17.1 No failure or delay on the part of Optimus hereto to exercise any right or remedy under these Terms and Conditions shall be construed or operate as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in these Terms and Conditions are cumulative and are not exclusive of any rights or remedies provided by law.
18.1 No modification, variation or amendment to these Terms and Conditions shall be effective unless such modification, variation or amendment is in writing and has been signed by or on behalf of both parties.
19.1 Except as expressly stated to the contrary, Clauses 7, 8, 9, 11 and 12 shall survive termination of this Agreement for a further period of 2 years.
20.1 Neither party shall assign, transfer, sub-contract or in any other manner make over to any third party the benefit or burden of these Terms and Conditions without the prior written consent of the other party.
21. Third party rights
21.1 A person who is not a Party to these Terms and Conditions shall have no right to enforce any of its provisions which, expressly or by implication, confer a benefit on him, without the prior written agreement of both Parties.
22. Proper Law
22.1 These Terms and Conditions shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the courts of England.